SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Rockefeller Center Properties, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
773102108
(CUSIP Number)
Eric S. Robinson
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
(Name, address and telephone number of person authorized
to receive notices and communications)
September 28, 1995
(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
-1-<PAGE>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Gotham Partners, L.P. 13-3700768
2. Check the Appropriate Box if a Member of a Group
(a)
(b)
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 2,124,900*
Beneficially 8. Shared Voting Power
Owned by
Each Reporting 9. Sole Dispositive Power
Person With 2,124,900*
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
2,124,900* *Including Options See Item 5
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
5.55% See Item 5
14. Type of Reporting Person
PN
-2-<PAGE>
Amendment No. 1
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
ROCKEFELLER CENTER PROPERTIES, INC.
This statement constitutes Amendment No. 1 to the
Schedule 13D filed August 17, 1995 (as amended, the "Schedule
13D") by Gotham Partners, L.P. ("Gotham" or the "Reporting En-
tity"), a New York limited partnership, in connection with the
ownership of common stock, par value $.01 (the "Common Stock"),
of Rockefeller Center Properties, Inc., a Delaware corporation
(hereinafter referred to as the "Company"). Capitalized terms
used herein and not otherwise defined herein shall have the
same meaning as such terms have in the Schedule 13D filed Au-
gust 17, 1995, as described above.
Item 4. Purpose of the Transaction, is hereby amended by add-
ing the following thereto:
On September 28, 1995, the Reporting Entity submitted
a letter (the "September 28 Proposal") to the Board of
Directors of the Company in which the Reporting Entity proposed
to the Company a recapitalization and restructuring transaction
involving the Company. A copy of the September 28 Proposal is
attached hereto as Exhibit 5 and incorporated herein by
reference in its entirety.
Item 7. Material to be Filed as Exhibits, is hereby amended
by adding the following thereto:
Exhibit No. Exhibit
5 Letter, dated September 28, 1995, from the Reporting
Entity to the Board of Directors of the Company.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P., its
general partner
By: Karenina Corp., a general
partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
By: DPB Corp., a general
partner
By: /s/ David P. Berkowitz
Name: David P. Berkowitz
Title: President
Dated: September 28, 1995
-2-<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
5 Letter, dated September 28, 1995, from the Reporting
Entity to the Board of Directors of the Company.
EXHIBIT 5<PAGE>
Gotham Partners, L.P.
237 Park Avenue, 9th Floor
New York, NY 10017
September 28, 1995
Board of Directors
Rockefeller Center Properties, Inc.
1270 Avenue of the Americas
Suite 2410
New York, New York 10020
Attention: Dr. Peter Linneman, Chairman
Gentlemen:
Gotham Partners, L.P. is pleased to submit the
following proposal which addresses, we believe, in the most
equitable, and least complex and costly manner, the
recapitalization (the "Transaction") of Rockefeller Center
Properties, Inc. (the "Company" or the "REIT") and the future
management of the twelve landmarked buildings of Rockefeller
Center (the "Property"). The Transaction has the support of
other major shareholders of the REIT and addresses concerns
raised by the Zell transaction (the "Zell Transaction"). We
urge the Board to contact other major shareholders of the REIT
to confirm their support for this Transaction.
Our Transaction permits the Company to continue as a
widely-held public company without a transfer of control to an
outside investor. Under the Zell Transaction, the Company
would be selling control at a double discount -- i.e., at a
discount to the current market price, a price which itself al-
ready reflects a substantial discount to the fair market value
of the Property as determined by the Company-commissioned and
confirmed Douglas-Elliman appraisal on December 31, 1994. Un-
like in other public company acquisition or merger transactions
where shareholders are offered a substantial premium to the
current market price or to fair market value in the Zell
Transaction, control is being transferred at a substantial dis-
count.<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 2
Our proposed Transaction offers all existing share-
holders the opportunity to participate in the Company's
recapitalization, significantly lowers the Company's cost of
capital by refinancing at least $350 million of the Company's
high cost debt, and provides sufficient new capital to support
the Company's cash requirements until the Property generates
cash flow to fund its and the Company's obligations.
Over the last ten years, the shareholders of the Com-
pany have suffered repeated reductions and the eventual elimi-
nation of the dividend and a substantial decline in the share
price. Now that the Company is about to receive title to the
Property and shareholders will finally have the opportunity to
participate directly in the Property's value, we strongly be-
lieve that it would be inappropriate for outside investors to
dilute the profit potential afforded by this opportunity.
As a major shareholder of the Company, we urge you to
consider this proposal seriously.
Pursuant to the Transaction:
(i) The REIT would raise new equity capital through a
$105 million shareholder rights offering. The
rights offering would be structured to offer
existing shareholders (including Whitehall Street
Real Estate Limited Partnership V ("Whitehall") in
connection with the shares issuable upon exercise of
its warrants as described below) two rights for
every five outstanding shares, with each right
entitling the holder thereof to purchase a new share
of the REIT's Common Stock at $5.50 per share. This
price is the same price as Zell has offered to
purchase shares in the Zell Transaction, but, unlike
that transaction, would be offered pro rata to all
of the REIT's shareholders. The rights would be
tradable and listed on a national securities
exchange offering shareholders the option to
exercise their rights or sell them for fair market
value.
(ii) The rights offering Transaction should be
sufficiently attractive to Whitehall to induce them
to invest $47.5 million in the REIT through the
exercise of its outstanding warrants (including
warrants issuable in exchange for its existing stock
appreciation rights). Assuming Whitehall exercises
the rights issued with respect to such shares in the<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 3
rights offering, Whitehall would own 19.9% of the
REIT's outstanding shares following the
recapitalization.
(iii) Gotham Partners Management Co., L.P. would assist
the Company (without fee) in identifying standby
investors who would take up rights that are not
exercised in the rights offering. Gotham Partners,
L.P. and/or its affiliates would agree to act as
standby investors for a portion of this commitment.
(iv) Gotham Partners Management Co., L.P. would assist
the Company (without fee) in identifying standby
investors to support an additional $50 million
rights offering in the future if the Board of
Directors determines that it is in the best
interests of the Company.
(v) Gotham Partners Management Co., L.P. would assist
the Company in arranging at least $350 million of
senior financing from an institutional lender or
lenders.
The Transaction will maximize shareholder value and
accomplish the following financial and strategic objectives for
the Company and its shareholders. The Transaction will:
-- Raise equity in an equitable, non-coercive manner by
offering the existing shareholders the opportunity to
purchase equity at an attractive price, or, if they
so choose, to sell their rights for fair market
value.
-- Allow the Company to retire its Current Coupon
Convertible Debentures and the Goldman Sachs Mortgage
Co. Floating Rate Notes. The Company's interest rate
swap liabilities could also be extinguished if
appropriate in light of the Company's new financing.
-- Leave outstanding the Company's Zero Coupon Convert-
ible Debentures. The Zero Coupon Convertible Deben-
tures provide the Company with low-cost debt capital,
a five-year interest rate deferral, and, thereafter,
seven years of low-cost, current-pay debt -- financ-
ing which is well-suited to the short-term cash flow
characteristics of the Property.<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 4
-- Subordinate the Whitehall 14% Debentures to the new
senior financing with appropriate revisions to the
Whitehall covenants such that the REIT can obtain the
new senior financing on attractive terms. We view
fully subordinated Whitehall 14% Debentures as an
attractive alternative to raising additional equity
capital to prepay them.
-- Allow the Company's existing shareholders the full
opportunity to participate in the 100% ownership of
Rockefeller Center without the dilution contemplated
by the Zell Transaction.
-- Eliminate the restrictive covenants and dilution
associated with the outstanding warrants and SARs.
-- Permit the Company to continue as a widely-held pub-
lic company without a transfer of control to a third
party.
-- Create a capital structure which should allow the
resumption of dividends to shareholders once the
Property reaches stabilized occupancy.
We are prepared to discuss further the Company's
equity capital requirements. We have described above what we
estimate to be the amount of equity capital that is needed to
accomplish the Company's objectives. Further analysis of the
Company's capitalization, available debt financing, and cash
requirements may suggest that a lesser or greater amount of
equity capital should be raised. In order to create the
maximum shareholder value, the Company should raise the minimum
amount of equity required to comfortably capitalize the
Company, and provide for future needs with forward equity
commitments if the Board deems it advisable.
We believe the prospects of a significant dividend
stream makes it an intelligent economic decision for Whitehall
to exercise its warrants and participate in the rights offering
on the same terms as other shareholders. We would welcome the
participation of Whitehall and Goldman, Sachs & Co.
(collectively, "Goldman") in our Transaction on the terms
described above. However, if Goldman's consent is not
obtained, we believe an alternative structure exists
(involving, among other things, the prepayment of the Whitehall
14% Debentures) to enable the Transaction to be consummated
without the consent of Goldman and without breaching their
contractual arrangements at the potential cost of some time<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 5
delay and some shareholder dilution. This alternative would
still accomplish the Company's objectives and provide greater
shareholder value than the Zell Transaction.
Long-Term Debt Financing
We have had extended discussions with institutional
lenders with respect to providing the debt financing required
for the recapitalization. We do not anticipate any difficulty
in obtaining such financing on attractive terms. If sufficient
financing could be arranged on terms which made it economically
advisable to refinance the Zero Coupon Debentures, we would
encourage the Company to do so. As discussed above, the
Transaction contemplates that the 14% Debentures would be
subordinated to any such new financing.
Short-Term Financing
We can immediately arrange for replacement financing
for the Zell $10 million loan and put options if required. We
believe, however, that Goldman continues to be willing to re-
lend the Company up to $33 million to cover the Company's
short-term financial obligations without the need to sell
equity at below-market prices. The terms of this loan,
however, should be structured to preserve the Company's ability
to consummate our Transaction or an alternative transaction.
Management and Operational Issues
We consider the selection of a high-quality property
manager a critical decision with regard to the opportunity to
enhance the long-term value of the Property. We believe it is
essential that the property manager chosen is compensated with
an incentive structure that aligns its interests with those of
the Company's shareholders. We have had discussions with
several qualified property managers. We do not require that
the Company select a particular manager, but we would like to
participate in the property manager selection process to
identify the best manager on economically attractive terms.<PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 6
Ownership Limitation
The current 9.8% restriction as written interferes
with the Company's ability to raise capital. The Transaction
should be structured in connection with a merger of the Company
into a newly formed corporation with a more flexible "excess
share" provision that would permit the Board of Directors to
waive the "excess share" provisions so long as the waiver does
not adversely affect the REIT status of the Company.
NBC Lease
Our Transaction and the new financing contemplated
thereby do not require that any credit support be provided by
General Electric nor that any rental concessions be granted to
General Electric/NBC. Before the Company makes a decision as
to whether or not to negotiate with GE/NBC, it should first
determine the future capital and ownership structure of the
Company.
Corporate Governance
We believe that, following the Transaction, the
composition of the Board of Directors of the Company should be
restructured to include some designees which reflect the input
of the principal stockholders of the Company.
Termination Fees
Our proposed Transaction does not contemplate any
break-up fees to be received by us. The REIT would be free to
accept a more favorable transaction for its shareholders and in
such event would only be obligated to reimburse us for our ex-
penses. <PAGE>
Board of Directors
Rockefeller Center Properties, Inc.
September 28, 1995
Page 7
We would like to meet with you immediately to discuss
this proposal in more detail. We look forward to working with
you to consummate this transaction.
Sincerely,
GOTHAM PARTNERS, L.P.
By: Section H. Partners, L.P.,
its general partner
By: Karenina Corp., a general
partner
By: /s/ William A. Ackman
Name: William A. Ackman
Title: President
By: DPB Corp., a general
partner
By: /s/ David P. Berkowitz
Name: David P. Berkowitz
Title: President
